Execution and Performance of Agreement; Validity and Binding Nature. This Agreement has been duly executed and delivered by Company and constitutes the legal, valid, and binding obligations of Company, enforceable against Company in accordance with its terms, except (i) to the extent that such enforceability is limited by (1) bankruptcy, receivership, moratorium, conservatorship, insolvency, fraudulent conveyance, reorganization Laws or other Laws of general application affecting the rights of creditors generally, or (2) Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and (ii) that the indemnification provisions contained in this Agreement may be limited by applicable federal or state securities laws.
Execution and Performance of Agreement; Validity and Binding Nature. The execution and delivery of this Agreement, and the performance by such Shareholder of the terms of this Agreement and the transactions contemplated hereby, will not result in a material breach of any of the terms of, or constitute a violation or default under, any statute or contract, indenture or other instrument by which such Shareholder or any of its respective properties are bound, and no consent, approval, authorization or order of any court or governmental authority is required in connection with the execution and delivery of this Agreement by such Shareholder and the performance by such Shareholder of the terms of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by each Shareholder and, together with the other documents and agreements to be executed by all parties whose execution and delivery thereof is required, constitutes the legal, valid and binding obligations of such Shareholder, enforceable against such Shareholder in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, receivership, moratorium, conservatorship, reorganization or other laws of general application affecting the rights of creditors generally or by general principles of equity.
Execution and Performance of Agreement; Validity and Binding Nature. This Agreement has been, and each of the Transaction Documents to be executed and delivered by each of the Purchaser Parent and the Purchaser will be, duly executed and delivered by each of the Purchaser Parent and the Purchaser, and this Agreement is, and each of the Transaction Documents executed and delivered by each of the Purchaser Parent and the Purchaser, when duly executed and delivered by all parties whose execution and delivery thereof is required, shall be, the legal, valid, and binding obligations of the Purchaser, enforceable against each of the Purchaser Parent and the Purchaser, as applicable, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, receivership, moratorium, conservatorship, reorganization, or other Laws of general application affecting the rights of creditors generally or by general principles of equity.
Execution and Performance of Agreement; Validity and Binding Nature. The execution and delivery of this Agreement, and the performance by such Principal Shareholder of the terms of this Agreement and the transactions contemplated hereby, will not result in a material breach of any of the terms of, or constitute a violation or default under, the Articles or Certificate of Incorporation or By-Laws, or result in a material breach of any of the terms of, or constitute a material violation or material default under, any partnership agreement or other constituent instrument of such Principal Shareholder, if an entity, or any statute or contract, indenture or other instrument by which such Principal Shareholder or any of its respective properties are bound, and no consent, approval, authorization or order of any court or governmental authority is required in connection with the execution and delivery of this Agreement by such Principal Shareholder and the performance by such Principal Shareholder of the terms of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Principal Shareholder and, together with the other documents and agreements to be executed by all parties whose execution and delivery thereof is required, constitutes the legal, valid and binding obligations of such Principal Shareholder, enforceable against such Principal Shareholder in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, receivership, moratorium, conservatorship, reorganization or other laws of general application affecting the rights of creditors generally or by general principles of equity. Such Shareholder has the legal right and authority to vote the shares of Company Common Stock held of record by it in favor of the execution, delivery and performance of this Agreement and the consummation of the Merger in accordance with the provisions hereof.
Execution and Performance of Agreement; Validity and Binding Nature. This Agreement has been, and each of the Transaction Documents to be executed and delivered by each of the Seller Parent, the Seller, the Company and the Subsidiaries will be, duly executed and delivered by the Seller Parent, the Seller, the Company and the Subsidiaries, as applicable, and this Agreement is, and each of the Transaction Documents, when duly executed and delivered by all parties whose execution and delivery thereof is required, shall be, the legal, valid, and binding obligations of the Seller Parent, the Seller, the Company and the Subsidiaries, as applicable, enforceable against the Seller Parent, the Seller, the Company and the Subsidiaries, as applicable, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, receivership, moratorium, conservatorship, reorganization, or other Laws of general application affecting the rights of creditors generally or by general principles of equity.
Execution and Performance of Agreement; Validity and Binding Nature. The execution and delivery of this Agreement, and the performance by the Company, Xxxxxx, Xxxxxxx and the Shareholders of the terms of this Agreement and the transactions contemplated hereby, will not result in a breach of any of the terms of, or constitute a violation of or default under, the Certificate of Incorporation or By-Laws of the Company or any statute or contract, indenture or other instrument by which the Company, Krauss, Trapani, or the Shareholders or any of their respective properties are bound, and except as provided in Section 3.27 and disclosed in Schedule 3.27 hereof, no consent, approval, authorization or order of any court or governmental authority is required in connection with the execution and delivery of the Agreement by the Company, Xxxxxx, Xxxxxxx and the Shareholders and the performance by the Company, Xxxxxx, Xxxxxxx and the Shareholders of the terms of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, Xxxxxx, Xxxxxxx and the Shareholders. This Agreement is, and the documents and agreements executed and delivered by the Company, Xxxxxx, Xxxxxxx and the Shareholders pursuant to the terms hereof, when duly executed and delivered by all parties whose execution and delivery thereof is required, will be legal, valid, and binding obligations of the Company, Xxxxxx, Xxxxxxx and the Shareholders, enforceable against the Company, Xxxxxx, Xxxxxxx and the Shareholders in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, receivership, moratorium, conservatorship, reorganization or other laws of general application affecting the rights of creditors generally or by general principles of equity.
Execution and Performance of Agreement; Validity and Binding Nature. The execution and delivery of this Agreement, and the performance by the Company, Xxxxxx, Xxxxxxx and the Shareholders of the terms of this Agreement and the transactions contemplated hereby, will not result in a breach of any of the terms of, or constitute a violation of or default under, the Certificate of Incorporation or By-Laws of the Company or any statute or contract, indenture or other instrument by which the Company, Krauss, Trapani, or the Shareholders or any of their respective properties are bound, and except as provided in Section
Execution and Performance of Agreement; Validity and Binding Nature. This Agreement has been duly executed and delivered by Sellers, and this Agreement is, and each of the documents and agreements executed and delivered by Sellers pursuant to the terms hereof, when duly executed and delivered by all parties whose execution and delivery thereof is required, shall be, the legal, valid and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, receivership, moratorium, conservatorship, reorganization or other laws of general application affecting the rights of creditors generally or by general principles of equity.
Execution and Performance of Agreement; Validity and Binding Nature. This Agreement and the Escrow Agreement has been duly executed and delivered by Purchaser, and this Agreement is, and each of the documents and agreements executed and delivered by Purchaser pursuant to the terms hereof, when duly executed and delivered by all parties whose execution and delivery thereof is required, shall be, the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, receivership, moratorium, conservatorship, reorganization or other laws of general application affecting the rights of creditors generally or by general principles of equity.
Execution and Performance of Agreement; Validity and Binding Nature. The execution and delivery of this Agreement by the Company, and the performance by the Company of the terms of this Agreement and the transactions contemplated hereby, will not result in a breach of any of the terms of, or constitute a violation of or default under, the Charter or By-Laws of the Company or any statute, contract, indenture or other instrument by which the Company or any of its properties are bound, and, except as provided in Section 3.27 hereof, no consent, approval, authorization or order of any court or governmental authority is required in connection with the execution and delivery of this Agreement by the Company and the performance by the Company of the terms of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and
